STANDARD TERMS AND CONDITIONS OF PURCHASE

These Terms and Conditions of Purchase (Terms) apply to each purchase order (Order or PO) issued by Spirit Media Studios Limited, company number 12472997, of 12 Gloucester Road, Teddington, TW11 0NU (Spirit, Company or we) to the supplier named on the Order (Supplier or you).

  1. DEFINITIONS

In these Terms, the following definitions apply:

Contract means the contract between Spirit and the Supplier for the supply of the Goods and/or Services, comprising the Order, these Terms and (where applicable) the Deal Memo;

Deal Memo means any separate signed contract, agreement, deal memo, or engagement letter entered into between Spirit and the Supplier relating to the Goods and/or Services covered by the Order;

Goods means any goods, equipment, materials or products to be supplied by the Supplier as set out in the Order;

Order means the purchase order issued by Spirit to the Supplier (in whatever format, including by email or via Spirit’s purchase order system), specifying, without limitation, the Goods and/or Services, the price, delivery/performance dates and the PO number;

Services means any services to be supplied by the Supplier as set out in the Order, including without limitation crew, freelance, facilities, equipment hire, post-production or location services;

Supplier Personnel means any individual engaged by the Supplier (including employees, workers, freelancers and sub-contractors) to perform the Contract.

  1. BASIS OF CONTRACT

2.1 The Order is issued subject to these Terms, which apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by Spirit to purchase the Goods and/or Services in accordance with these Terms. The Contract is formed, and these Terms take effect, on the earlier of: (a) the Supplier’s written acceptance of the Order; or (b) the Supplier beginning to perform the Contract (including issuing an invoice referencing the Order).

2.3 Where Spirit and the Supplier have entered into a Deal Memo governing the specific engagement, the Deal Memo shall take precedence over these Terms to the extent of any conflict. These Terms shall otherwise apply in full and shall govern any matters not addressed in the Deal Memo.

2.4 Where the Order states, or the parties otherwise agree, that a Deal Memo is required in respect of the Goods and/or Services, the Contract (including Spirit’s obligation to make any payment under clause 4) is conditional on that Deal Memo having been signed by both parties.

2.5 No variation of the Order or the Contract shall be effective unless agreed in writing and signed by an authorised representative of Spirit.

  1. PRICE

3.1 The price for the Goods and/or Services is the price agreed with the relevant Spirit representative and set out in writing via email, inclusive of all carriage, insurance and any other ancillary costs unless expressly agreed otherwise in writing.

3.2 No change to the price, scope, or specification of the Goods and/or Services shall be effective unless agreed with Spirit in writing in advance of the Supplier submitting its invoice (whether by way of an amended or replacement Order). The Supplier’s invoice must match the corresponding Order held on Spirit’s purchase order system; where an invoice does not match the Order (including as to price), Spirit will be unable to process payment until the discrepancy is resolved and, where applicable, an amended Order has been issued.

3.3 Unless stated otherwise on the Order, all prices are exclusive of VAT, which shall be payable by Spirit at the applicable rate on receipt of a valid VAT invoice.

  1. INVOICING AND PAYMENT

4.1 To be valid, an invoice must state:

  • the Spirit Order/PO number;
  • Spirit Media Studios Limited’s full legal name and billing address: Spirit Media Studios Limited, PO Box 484, Teddington, TW11 1DU (unless a different billing address is specified on the Order);
  • a description of the Goods and/or Services supplied, consistent with the Order;
  • the invoice date and a unique invoice number;
  • VAT clearly itemised (where applicable), together with the Supplier’s VAT registration number; and
  • the Supplier’s bank account details for payment,

(together, a Valid Invoice).

4.2 Spirit is not obliged to pay any invoice that omits the PO number or Spirit’s correct billing address, or that otherwise fails to meet the requirements of a Valid Invoice, and may return any such invoice to the Supplier for correction and re-issue. Where an invoice is returned under this clause, the payment period in clause 4.3 shall run from the date Spirit receives a Valid Invoice, not from the date of the original (non-compliant) invoice.

4.3 Subject to clauses 4.2 and 4.4, Spirit shall pay each Valid Invoice within 30 days of the date of that invoice.

4.4 Where clause 2.4 applies (a Deal Memo is required), Spirit shall have no obligation to make any payment under the Order until the Deal Memo has been signed by both parties, and the 30-day period in clause 4.3 shall run from the later of: (a) the date of the relevant Valid Invoice; and (b) the date on which the Deal Memo is countersigned by both parties.

4.5 Spirit may, without prejudice to any other rights it may have, set off or withhold any amount owed to the Supplier under the Contract against any amount owed by the Supplier to Spirit.

4.6 Time for payment is not of the essence of the Contract.

  1. DELIVERY AND PERFORMANCE

5.1 The Supplier shall deliver the Goods and/or perform the Services on the date(s) and at the location(s) specified in the Order (or as otherwise agreed in writing). Time for delivery/performance is of the essence.

5.2 Where the Order is for Goods, the Supplier shall ensure they are appropriately packaged and labelled for delivery. In all cases (Goods and/or Services), the Supplier shall ensure the Order number is referenced on all delivery notes, invoices and related correspondence.

5.3 Spirit may reject any Goods that do not conform with the Order, and any Services that are not performed with reasonable skill and care or in accordance with the Order, and shall have no obligation to pay for the same until replacement or rectification (as applicable) has taken place to Spirit’s reasonable satisfaction.

  1. SUPPLIER’S OBLIGATIONS

6.1 The Supplier shall, and shall ensure that all Supplier Personnel:

  • perform the Contract with reasonable skill, care and diligence, and in accordance with good industry practice;
  • comply with all applicable laws, regulations and industry codes of practice, including in relation to employment status, right to work, and (where relevant to the production) safeguarding of contributors and minors;
  • hold all licences, consents and permits necessary to perform the Contract; and
  • not do anything which may damage the reputation of Spirit or any of its clients.
  1. INTELLECTUAL PROPERTY

7.1 Unless otherwise expressly agreed in writing (including in a Deal Memo), all intellectual property rights in any materials created by the Supplier specifically for Spirit in the course of performing the Contract shall, on creation, vest in and be assigned to Spirit absolutely, and the Supplier shall promptly execute any documents reasonably required by Spirit to confirm such assignment.

7.2 The Supplier warrants that the Goods and/or Services, and Spirit’s use of them in accordance with the Contract, will not infringe the intellectual property rights of any third party.

  1. CONFIDENTIALITY

The Supplier shall keep confidential all information of a confidential nature relating to Spirit, its business, clients or productions (including the terms of the Contract and any unreleased content) and shall not disclose such information to any third party or use it other than for the purposes of performing the Contract, save as required by law or with Spirit’s prior written consent.

  1. DATA PROTECTION

Each party shall comply with UK GDPR and the Data Protection Act 2018 (as amended) in respect of any personal data processed in connection with the Contract, and shall process any personal data shared under the Contract securely and only for the purposes of performing the Contract.

  1. INSURANCE

The Supplier shall maintain adequate insurance (including, as applicable, public liability and employers’ liability insurance) to cover its obligations under the Contract, and shall provide evidence of such insurance to Spirit on request.

  1. WARRANTIES

11.1 The Supplier warrants that it has full right and authority to enter into and perform the Contract.

11.2 The Supplier warrants that the Goods and/or Services will: (a) conform in all material respects with the Order; (b) be of satisfactory quality and fit for any purpose made known to the Supplier; and (c) be provided in compliance with all applicable laws.

  1. LIABILITY AND INDEMNITY

12.1 The Supplier shall indemnify and keep Spirit indemnified against all costs, claims, damages, demands and expenses (including reasonable legal fees) suffered or incurred by Spirit arising out of or in connection with any breach of the Contract by the Supplier or any Supplier Personnel.

12.2 Nothing in the Contract shall exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraud, or for any other liability which cannot be excluded or limited by law.

  1. TERMINATION AND CANCELLATION

13.1 Spirit may cancel the Order at any time prior to delivery/performance by written notice to the Supplier. Where the Supplier has already properly incurred non-cancellable costs in reliance on the Order, Spirit shall reimburse those reasonable, evidenced costs, but shall have no further liability to the Supplier in respect of the cancelled Order.

13.2 Spirit may terminate the Contract with immediate effect by written notice if the Supplier: (a) commits a material breach of the Contract which (if capable of remedy) is not remedied within 5 Working Days of notice to do so; or (b) becomes insolvent or ceases to trade.

  1. ANTI-BRIBERY AND MODERN SLAVERY

The Supplier shall comply with the Bribery Act 2010 and the Modern Slavery Act 2015 (each as amended), and shall not engage in any activity that would constitute an offence under either Act.

  1. GENERAL

15.1 The Supplier shall not assign, sub-contract or otherwise transfer the Contract, or any part of it, without Spirit’s prior written consent.

15.2 Nothing in the Contract shall create a partnership, joint venture, or relationship of employer and employee between Spirit and the Supplier or any Supplier Personnel.

15.3 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.4 The Contract constitutes the entire agreement between the parties in respect of the Goods and/or Services covered by the Order and supersedes any prior discussions, representations or agreements in relation to the same, save for any Deal Memo referred to in clause 2.3.

15.5 This Contract, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.